D208411388

Electronically Recorded

Official Public Records

IX - PAID UP

NOTICE OF CONFIDENTIALIT^5«IOIiTSiidHfs4rOU ARE A NATURAL PERSON, YOU MAY REMOVE OR
STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE
NUMBER.

NO SURFACE USE
PAID UP OIL AND GAS LEASE

^THIS LEASE AGREEMENT (this "Lease") is made as of the&$_ day ofZ^&r&rfi&je- . 2008, between the
Kmm. K Car raw ay, Individually, and as Independent Executrix of the Estate of Robert H Carraway, Jr , whose
address is 1600 Texas St, Apt 2504, Fort Worth, TX 76102, as Lessor, and XTO Energy Inc., whose address is 810
Houston Street, Fort Worth, Texas 76102, as Lessee.

1. Leased Premises. In consideration of a cash bonus paid upon execution of this Lease, and the covenants herein
contained, Lessor hereby grants, leases and lets exclusively to Lessee the land described on Exhibit "A" attached hereto (the
"leased premises") in Tarrant County, Texas (including any interests therein which Lessor may hereafter acquire by
reversion, prescription or otherwise), for the purpose of exploring for, developing, producing and marketing oil and gas. For
purposes of this Lease, "oil and gas" means oil, gas and other liquid and gaseous hydrocarbons and their constituent elements
produced through a well bore. "Oil" includes all condensate, distillate and other liquid and gaseous hydrocarbons produced
through a well bore. "Gas" includes helium, carbon dioxide and other commercial gases, as well as hydrocarbon gases.
Expressly excluded from this Lease are lignite, coal, sulfur and other like minerals. The leased premises shall include all
strips and gores, streets, easements, highways and alleyways adjacent thereto. Lessor agrees to execute at Lessee's request
any additional or supplemental instruments reasonably necessary for a more complete or accurate description of the leased
premises. In the event Lessor owns any additional acreage than that for which bonus was originally paid, Lessee shall pay
additional bonus at the rate per acre on which bonus was originally paid when this Lease was acquired. For the purpose of
determining the amount of any shut-in royalties hereunder, the number of gross acres specified on Exhibit "A" shall be
deemed correct, whether actually more or less.

2. Term. This Lease is a "paid up" lease requiring no rentals. Subject to the other provisions contained herein, this
Lease shall be for a term of three (3) years from the date hereof (the "primary term"), and for as long thereafter as oil or gas
or other substances covered hereby are produced in paying quantities from the leased premises or from lands pooled
therewith, or this Lease is otherwise maintained in effect pursuant to the provisions hereof.

3. Royalty. Royalties on oil, gas and other substances produced and saved hereunder shall be paid by Lessee to
Lessor as follows: (a) for oil and other liquid hydrocarbons separated at Lessee's separator facilities, the royalty shall be
twenty five percent (25%) of such production, to be delivered at Lessee's option to Lessor at the wellhead or to Lessor's
credit at the oil purchaser's transportation facilities, provided that Lessee shall have the continuing right to purchase such
production at the wellhead market price then prevailing in the same field (or if there is no such price then prevailing in the
same field, then in the nearest field in which there is such a prevailing price) for production of similar grade and gravity; and
(b) for gas (including casinghead gas) and all other substances covered hereby, the royalty shall be twenty five percent (25%)
of the proceeds realized by Lessee from the sale thereof, computed at the point of sale, less a proportionate part of ad valorem
taxes and production, severance or other excise taxes, and less the permitted unaffiliated third party deductions authorized
below; provided that Lessee shall have the continuing right to purchase such production at the prevailing wellhead market
price paid for production of similar quality in the same field (or if there is no such price then prevailing in the same field,
then in the nearest field in which there is such a prevailing price) pursuant to comparable purchase contracts entered into on
the same or nearest preceding date as the date on which Lessee commences its purchases hereunder. If at the end of the
primary term or any time thereafter one or more wells on the leased premises or lands pooled therewith are capable of
producing oil or gas or other substances covered hereby in paying quantities, but such well or wells are either shut-in or
production therefrom is not being sold by Lessee, such well or wells shall nevertheless be deemed to be producing in paying
quantities for the purpose of maintaining this Lease. A well that has been drilled but not traced shall be deemed capable of
producing in paying quantities. If for a period of ninety (90) consecutive days such well or wells are shut-in or production
therefrom is not being sold by Lessee, then Lessee shall pay shut-in royalty of seventy-five dollars ($75.00) per acre then
covered by this Lease on or before the end of said 90-day period and thereafter on or before each anniversary of the end of
said 90-day period while the well or wells are shut-in or production therefrom is not being sold by Lessee; provided,
however, that if this Lease is otherwise being maintained by operations, or if production is being sold by Lessee from another
well or wells on the leased premises or lands pooled therewith, no shut-in royalty shall be due until the end of the 90-day
period next following cessation of such operations or production. Notwithstanding anything to the contrary herein, it is
expressly understood and agreed that after the expiration of the primary term, Lessee shall not have the right to continue this
Lease in force by payment of shut-in royalty for more than a single period of up to two (2) consecutive years.

Royalties on oil, gas and other substances produced and saved hereunder which are processed in a processing plant
in which Lessee, or an affiliate of Lessee, has a direct or indirect interest, shall be calculated based upon die higher of the
proceeds received or the market value of the products so processed. Similarly, on oil, gas and other substances produced and
saved hereunder which are sold to Lessee, or an affiliate of Lessee, royalties shall be paid based upon the higher of the
market value of the products so sold and the proceeds received by Lessee for said products. Notwithstanding anything to the
contrary herein, except for nonaffiliated third-party charges incurred or paid by Lessee to transport, gather, compress,
stabilize, process or treat gas produced from the leased premises, or lands pooled therewith (including fuel charges), in no
event shall any of Lessor's royalty bear any part of the costs of production or any post-production costs, including costs of
lifting, gathering, dehydration, compression, separation, delivery, transportation, manufacture, processing, treating or
marketing, or for construction, operation or depreciation of any plant or other facility or equipment for processing or treating
oil or gas produced from the leased premises or lands pooled therewith. In no event shall Lessor receive a price greater than
or less than Lessee in sales to nonaffiliates.

Tarrant County Texas

2008 Oct 30 04:25 PM D208411388

Fee: $ 36.00
Submitter: SIMPLIFILE 6 Pages

£s used herein, "affiliate" means (i) a corporation, joint venture, partnership or other entity that owns more than
ten-percent (10%) of the outstanding voting interest of Lessee or in which Lessee owns more than ten percent (10%) of the
outstanding voting interest; or (ii) a corporation, joint venture, partnership or other entity in which, together with Lessee,
more than ten percent (10%) of the outstanding voting interest of both the Lessee and the other corporation, joint venture'
partnership or other entity is owned or controlled by the same person or group of persons.

4. Payments. All shut-in or other royalty payments under this Lease shall be paid or tendered to Lessor at the above
address, or at such address or to Lessor's credit at such depository institution as Lessor may provide written notice of from
time to time. All payments or tenders may be made in currency, by check or by draft. Unless there is a reasonable title
dispute or question as to title, Lessee must disburse or cause to be disbursed to Lessor its royalty on production from a
particular well not later than one hundred twenty (120) days after the end of the month of first sales of production.
Thereafter, Lessee must disburse or caused to be disbursed to Lessor its royalty on production by the last day of the second
month after the month in which production is sold. If not paid when due, Lessor's royalty will bear interest at the statutory
rate from due date until paid, which amount Lessee agrees to pay.

5 Continuous Drilling Obligations. If Lessee drills a well which is incapable of producing in paying quantities (a
"dry hole") on the leased premises or lands pooled therewith, or if all production (whether or not in paying quantities)
permanently ceases from any cause, including a revision of unit boundaries pursuant to the provisions of Section 6 or the
action of any governmental authority, then in the event this Lease is not otherwise being maintained in force it shall
nevertheless remain in force if Lessee commences operations for reworking an existing well or for drilling an additional well
or for otherwise obtaining or restoring production on the leased premises or lands pooled therewith within ninety (90) days
after completion of operations on such dry hole or within ninety (90) days after such cessation of all production. If at the end
of the primary term, or at any time thereafter, this Lease is not otherwise being maintained in force but Lessee is then
engaged in drilling, reworking or any other operations reasonably calculated to obtain or restore production therefrom, this
Lease shall remain in force so long as any one or more of such operations are prosecuted with no cessation of more than
ninety (90) consecutive days, and if any such operations result in the production of oil or gas or other substances covered
hereby, as long thereafter as there is production in paying quantities from the leased premises or lands pooled therewith.
After completion of a well capable of producing in paying quantities hereunder, Lessee shall drill such additional wells on the
leased premises or lands pooled therewith as a reasonably prudent operator would drill under the same or similar
circumstances (a) to develop the leased premises as to formations then capable of producing in paying quantities on the
leased premises or lands pooled therewith, or (b) to protect the leased premises from uncompensated drainage by any well or
wells located on other lands not pooled therewith. There shall be no covenant to drill exploratory wells or any additional
wells except as expressly provided herein.

6. Pooling. Lessee shall have the right but not the obligation to pool all or any part of the leased premises or interests
• ?eUL^5: any 0ther or mterests' as to any or all depths or zones, and as to any or all substances covered by this lease
either before or after the commencement of production, whenever Lessee deems it necessary or proper to do so in order to
prudently develop or operate the leased premises, whether or not similar pooling authority exists with respect to such other
lands or interests; provided, however, that the entire leased premises covered by this Lease shall be included in any unit
created pursuant to the pooling authority granted herein. The unit formed by such pooling for an oil well which is not a
horizontal completion shall not exceed eighty (80) acres phis a maximum acreage tolerance often percent (10%) and for a

welI.°^ horizontai completion shall not exceed six hundred forty (640) acres plus a maximum acreage tolerance often
percent (10%); provided that a larger unit may be formed for an oil well or gas well or horizontal completion to conform to
any well spacing or density pattern that may be prescribed or permitted by any governmental authority having jurisdiction to
do so. For the purpose of the foregoing, the terms "oil well" and "gas weir shall have the meanings prescribed by applicable
law or the appropriate governmental authority, or, if no definition is so prescribed, "oil well" means a well with an initial gas-
ml ratio of less than 100,000 cubic feet per barrel and "gas well" means a well with an initial gas-oil ratio of 100 000 cubic
feet or more per barrel, based on 24-hour production test conducted under normal producing conditions using standard lease
separator fecilities or equivalent testing equipment; and "horizontal completion" means a well in which the horizontal
component of the gross completion interval in the reservoir exceeds the vertical component thereof. In exercising its pooling
rights hereunder, within ninety (90) days of first production, Lessee shall file of record a written declaration describing the
unit and stating the effective date of pooling which may be retroactive to first production. In the event Lessor's acreage is
included in a well, all of Lessor's acreage shall be included. Production, drilling or reworking operations anywhere on a unit
which includes the leased premises shall be treated as if it were production, drilling or reworking operations on the leased
premises, except that the production on which Lessor's royalty is calculated shall be that proportion of the total unit
production which the net acreage covered by this Lease and included in the unit bears to the total gross acreage in the unit
Pooling in one or more instances shall not exhaust Lessee's pooling rights hereunder, and Lessee shall have the recurring
right but not the obligation to revise any unit formed hereunder by expansion or contraction or both, either before or after
commencement of production, m order to conform to the well spacing or density pattern prescribed or permitted by the
governmental authority having jurisdiction, or to conform to any productive acreage determination made by such
governmental authority. In making such a revision, Lessee shall file of record a written declaration describing the revised
unit and stating the effective date of revision. If the leased premises are included in or excluded from the unit by virtue of
such revision, the proportion of unit production on which royalties are payable hereunder shall thereafter be adjusted
accordmgly. In the absence of production in paying quantities from a unit, or upon permanent cessation thereof, Lessee may
terminate the unit by filing of record a written declaration describing the unit and stating the date of termination Pooling
hereunder shall not constitute a cross-conveyance of interests. If this lease now or hereafter covers separate tracts no pooling
or unitization of royalty interest as between any such separate tracts is intended or shall be implied or result merely from the
inclusion of such separate tracts within this Lease but Lessee shall nevertheless have the right to pool as provided above with
consequent allocation of production as above provided. As used in this paragraph, the words "separate tract" mean any tract
with royalty ownership differing, now or hereafter, either as to parties or amounts, from that as to any other part of the leased
premises. K

7. Partial Interests. If Lessor owns less than the foil mineral estate in all or any part of the leased premises the
royalties and shut-in royalties payable hereunder for any well on any part of the leased premises or lands pooled therewith

shall be reduced to the proportion that Lessor's interest in such part of the leased premises bears to the full mineral estate in
such part of the leased premises.

8. Assignment. The interest of either Lessor or Lessee hereunder may be assigned, devised or otherwise transferred
in whole or in part, by area and/or by depth or zone, and the rights and obligations of the parties hereunder shall extend to
their respective heirs, devisees, executors, administrators, successors and assigns; provided, however, if Lessee assign's any
part of this Lease, the Assignee shall give written notice to Lessor within thirty (30) days after the assignment is recorded in
the county records. No change in Lessor's ownership shall have the effect of reducing the rights or enlarging the obligations
of Lessee hereunder, and no change in ownership shall be binding on Lessee until thirty (30) days after Lessee has been
furnished the original or certified or duly authenticated copies of the documents establishing such change of ownership to the
reasonable satisfaction of Lessee or until Lessor has satisfied the notification requirements contained in Lessee's usual form
of division order. Except as otherwise stated herein, if Lessee transfers its interest hereunder in whole or in part, Lessee shall
be relieved of all obligations thereafter arising with respect to the transferred interest, and failure of the transferee to satisfy
such obligations with respect to the transferred interest shall not affect the rights of Lessee with respect to any interest not so
transferred. If Lessee transfers a full or undivided interest in all or any portion of the area covered by this Lease, the
obligation to pay or tender shut-in royalties hereunder shall be divided between Lessee and the transferee in proportion to the
net acreage interest in this Lease then held by each.

9. Release and Vertical Pugh Clause. Lessee may, at any time and from time to time, deliver to Lessor in recordable
form or file of record a written release of this Lease as to a full or undivided interest in all or any portion of the area covered
by this Lease or any depths or zones thereunder, and shall thereupon be relieved of all obligations thereafter arising with
respect to the interest so released. If Lessee releases all or an undivided interest in less than all of the area covered hereby,
Lessee's obligation to pay or tender shut-in royalties shall be proportionately reduced in accordance with the net acreage
interest retained hereunder. In any event, upon termination of this Lease, Lessee, its successors or assigns, shall deliver to
Lessor a recordable release as to such portion or portions of this Lease which have terminated under the terms of this Lease.
Upon the expiration of the primary term of this Lease, upon the expiration of any extension or renewal of the primary term,
or after cessation of operations as provided herein, whichever occurs last, this Lease shall terminate as to all rights lying
below one hundred feet (100') below either (1) the deepest depth drilled in any well drilled on the leased premises or on lands
pooled therewith or (2) the stratigraphic equivalent of the base of the deepest formation producing or capable of producing in
any well drilled on the leased premises or on lands pooled therewith, whichever is the deepest; provided, however, if Lessee
is then engaged in operations on the leased premises or on lands pooled therewith, this Lease shall remain in mil force and
effect as to all depths so long as no more man ninety (90) days elapse between operations.

10. Waiver of Surface Use. Notwithstanding anything to the contrary in this Lease, Lessee shall not enter upon the
surface of, cross over, place any structure or building upon or conduct any operations (excluding geophysical/seismic
operations) on the leased premises or within six hundred feet (600') of the leased premises. Lessee shall only develop the
leased premises by pooling, as provided herein, or by directional or horizontal drilling commenced from a surface location on
other lands. Lessee shall make all reasonable efforts not to use residential or neighborhood streets or thoroughfares in
developing the leased premises, any lands pooled therewith or otherwise.

1 1 . Noise. Noise levels associated with Lessee's operations related to the drilling, completion and reworking of wells
shall be kept to a reasonable minimum, taking into consideration reasonably available equipment and technology in the oil
and gas industry, the level and nature of development and surface use elsewhere in the vicinity of Lessee's drill sites and the
fact Lessee's operations are being conducted in or near an urban residential area. If Lessee utilizes any non-electric-powered
equipment in its operations, Lessee shall take reasonable steps to muffle the sound therefrom by installing a noise
suppression muffler or like equipment.

12. Regulatory Requirements and Force Majeure. Lessee's obligations under this Lease, whether express or implied
shall be subject to all applicable laws, rules, regulations and orders of any governmental authority having jurisdiction,
including environmental regulations, setback requirements, restrictions on the drilling and production of wells, and the price
of oil, gas and other substances covered hereby. To the extent any such laws, rules, regulations or orders are less restrictive
than the terms of this Lease, this Lease shall control. When drilling, reworking, production or other operations are prevented
or delayed by such laws, rules, regulations or orders, or by inability to obtain necessary permits, equipment, services,
material, water, electricity, fuel, access or easements, or by fire, flood, adverse weather conditions, war, sabotage, rebellion,
insurrection, riot, strike or labor disputes, or by inability to obtain a satisfactory market for production or failure of purchasers
or carriers to take or transport such production, or by any other cause not reasonably within Lessee's control, this Lease shall
not terminate because of such prevention or delay, and at Lessee's option, the period of such prevention or delay shall be
added to the term hereof. Lessee shall not be liable for breach of any express or implied covenants of this Lease when
drilling, production or other operations are so prevented, delayed or interrupted. In order for Lessee to claim the benefit of
this paragraph, Lessee must use reasonable efforts to notify Lessor, or the current NA/HOA leadership of the force majeure
condition, setting forth in reasonable detail the facts associated with Lessee's claim. Lessee agrees to make every reasonable
attempt to cure any force majeure event.

13. Indemnity. Lessee hereby releases and discharges Lessor and the owner of the surface estate, along with
their officers, employees, partners, agents, contractors, subcontractors, guests and invitees, and their respective heirs,
successors and assigns (collectively the "Lessor Parties"), of and from all and any actions and causes of action of every
nature, or other harm, including environmental harm, for which recovery of damages is sought, including, but not
limited to, all losses and expenses which are caused by the activities of Lessee, its officers, employees and agents
arising out of, incidental to or resulting from, the operations of or for Lessee on or under the leased premises or at the
drill site or operations site or that may arise out of or be occasioned by Lessee's breach of any of the terms or
provisions of this Lease, or by any other negligent or strictly liable act or omission of Lessee. Further, Lessee hereby
agrees to be liable for, exonerate, indemnify, defend and hold harmless the Lessor Parties against any and all claims,
liabilities, losses, damages, actions, property damage, personal injury (including death), costs and expenses, or other
harm for which recovery of damages is sought, under any theory including tort, contract, statute or strict liability*
including attorney fees and other legal expenses, including those related to environmental hazards on or under the

leased premises or at the drill site or operations site or in any way related to Lessee's failure to comply with any and
aU environmental laws; those arising from or in any way related to Lessee's operations or any other of Lessee's
activities in, on or under the leased premises or at the drill site or operations site; those arising from Lessee's use of
the surface or subsurface of the leased premises; and those that may arise out of or be occasioned by Lessee's breach
of any of the terms or provisions of this Lease or any other act or omission of Lessee, its directors, officers, employees,
partners, agents, contractors, subcontractors, guests, invitees and their respective successors and assigns. Each
assignee of this Lease, or of an interest herein, agrees to be liable for, exonerate, indemnify, defend and hold harmless
the Lessor Parties in the same manner provided above in connection with the activities of Lessee, its officers,
employees and agents as described above, EXCEPT AS OTHERWISE EXPRESSLY LIMITED HEREIN, ALL OF
THE INDEMNITY OBLIGATIONS AND/OR LIABILITIES ASSUMED UNDER THE TERMS OF THIS LEASE
SHALL BE WITHOUT LIMITS AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF
(EXCLUDING PRE-EXISTING CONDITIONS), STRICT LIABILITY OR THE NEGLIGENCE OF ANY PARTY
OR PARTIES (INCLUDING THE NEGLIGENCE OF THE INDEMNIFIED PARTY), WHETHER SUCH
NEGLIGENCE BE SOLE, JOINT, CONCURRENT, ACTIVE OR PASSIVE.

14. Notices. All notices required or contemplated by this Lease shall be directed to the party being notified at the
address identified above, unless notice of another address has been provided in writing. All such notices shall be made by
registered or certified mail, return receipt requested, unless another means of delivery is expressly stated.

15- Np Warranty of Title. Lessor makes no warranty of any kind with respect to title to the surface or mineral estate in
the leased premises or any portion of or interest therein. All warranties that might arise by common law or by statute
including but not limited to Section 5.023 of the Texas Property Code (or its successor) are excluded. By acceptance of this'
Lease, Lessee acknowledges that it has been given full opportunity to investigate and has conducted sufficient investigation
to satisfy itself as to the title to die leased premises. Lessee assumes all risk of title failures.

16 Tod Leasing Permitted. There shall be no prohibition or limitation on top leasing.

1 7. Venue and Legal Fees. Venue for any dispute arising under this Lease shall he in Tarrant County, Texas where all
obligations under this Lease are performable.

18. Qff-Site Drillsite. As a result of land development in the vicinity of the lease premises, governmental rules or
ordmances regarding well sites, and/or surfece restrictions as may be set form in this lease and/or other leases in the vicinity
surface locations for well sites in the vicinity may be limited and Lessee may encounter difficulty securing surfece location(s)
for drilling, reworking or other operations. Therefore, since drilling, reworking or other operations are either restricted or not
allowed on the lease premises or other leases in the vicinity, it is agreed that any such operations conducted at a surfece
location off of the lease premises or off of lands with which the lease premises are pooled in accordance with this lease
provided that such operations are associated with a directional well for the purpose of drilling, reworking, producing or other
operations under the lease premises or lands pooled therewith, shall for purposes of this lease be deemed operations
conducted on the lease premises. Nothing contained in this paragraph is intended to modify any surfece restrictions or
pooling provisions or restrictions contained in this lease, except as expressly stated.

19. Option to Extend. Lessee is hereby given the option, to be exercised prior to the date on which this lease or any
portion thereof would expire m accordance with its terms and provisions of extending mis lease for a period of two (2) years
as to all or any portion of the acreage then held hereunder which would expire unless so extended. The only action required
by Lessee to exercise such option being the payment to Lessor (or for Lessor's credit at the depository bank named herein)
and/or such parties entitled under any change of ownership according to Lessee's records, an additional consideration of the
sum of Twenty Thousand Dollars ($20,000.00) per net mineral acre owned by the party entitled to such payment at such time
or extension, in the acreage so extended. If this lease is extended as to only a portion of the acreage then covered hereby
Lessee shall designate such portion by a recordable instrument.

20. Volunteer Orpani^inn Liability Protection

(a) Release and Discharge In consideration of their time and efforts, Lessor does hereby release and forever discharge the
(Kerton Woods Homeowners Association (OWHA) and any of its officers, directors, an Gas Lease Committee Members all
of whom are unpaid volunteers (collectively, the "OWHA Volunteers") of and from any and all claims, demands, obligations
losses, causes of action, expenses, attorney's fees, and liabilities of any nature whatsoever, whether based on contract, tort
statutory oi -other legal or equitable theory of recovery, whether known or unknown, past or present, or future which Lessor
has, has had, or claims to have against the OWHA Volunteers which relate to, arise from, or are in any manner connected to (i)
the terms of the Lease Agreement and the amount of bonus and royalty paid hereunder (the "Lease Terms") (ii) the
negotiation of the Lease Terms, (iii) the inclusion and/or omission of any terms within the Lease Terms or (v) any and all
representations made prior, during, and subsequent to Lessor's execution of this Lease Agreement.

(b) FreeWill. Be it known mat Lessor agrees to sign this Lease Agreement on its own free will. Lessor was in no way
coerced to sign said Lease by the OWHA or any of the OWHA Volunteers. All proceeds derived from the Lease fully remain
the property of the Lessor.

(c) Lessor Acknowledgement By signing this Lease Agreement, Lessor acknowledges and stipulates that Lessor was not
obligated to sign this Lease Agreement and that Lessor had the right to negotiate its own terms with any company prior to
signing this Lease Agreement. Additionally, Lessor acknowledges that it is the Lessor's obligation to investigate the Lease
Agreement and all terms thereof, and to take such action as necessary to make an informed decision prior to signing this Lease
Agreement, and that the decision made by Lessor in signing this Lease Agreement is made after fully researching the matter
independent of any other information proved by OWHA or the OWHA Volunteers. It is ultimately the responsibility of Lessor
to (a) determine if Lessor wants to negotiate with the Lessee, (b) fully investigate the issues and facts related to signing a Lease
Agreement, and (c) determine what terms are acceptable to Lessor to be included in this Lease Agreement

Subordination Agreement Fees / Division Order* Notwithstanding anything contained herein to the contrary
neither Lessee nor Lessee's assigns shall ever require a subordination, partial release of hen, release of hen, consent or other*
documentation from any lender of Lessor that has a lien on said land as a condition to Lessor receiving any subsequent royalty

payment, unless the wellbore penetrates the leased premises or is located within 330 feet from the leases premises However
Utfnr wdl cooperate with any reasonable effort of Lessee, at Lessee's sole expense, to obtain same from Lessor's lender on
benatf ot Lessor. In the event Lessee is unable to obtain a subordination agreement from any hen holder of a hen affecting the
eased premises, Lessee is hereby permitted to discharge any tax, mortgage, or other lien or interest and other charges on the
leased premises, and in the even Lessee does so, Lessee will have the option of applying the royalties accruing to Lessor
toward payment of same and Lessee shall be subrogated to the rights of the holder thereof. In the even Lessee must exercise
its discharging rights herein granted, Lessee shall provide prior written notice to Lessor.

22. MiscellaneQMS. This Lease is entered into in the State of Texas and shall be construed, interpreted and enforced in
accorfance with the laws of the State of Texas without reference to choice-of-law rules. Should any of the provisions herein
DC i determined to be invalid by a court of competent jurisdiction, it is agreed that this shall not affect the enforceability of any
otoprnvision herein and that the parties shall attempt in good fifth to renegotiate that provision so determined to be invalid
to effectuate the purpose of and to conform to the law regarding such provision. The section titles appearing in this Lease are
tor convenience only and shall not by themselves determine the construction of this Lease. This Lease may be executed in
one or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same
mstrument. Singular and plural terms, as well as terms stated in the masculine, feminine or neuter gender, shall be read to
include the others) as the context requires to effectuate the full purposes of this Lease.

„ . ™ ^TTfE^S WHEREOF, this Lease is executed to be effective as of the date first written above, but upon

execution shall be binding on each signatory and the signatory's heirs, devisees, executors, administrators, successors and
assigns, whether or not this Lease has been executed by all parties hereinabove named as Lessor

LESSOR/S:

STATE OF TEXAS
COUNTY OF TARRANT

L0q.

This instrument was acfaiowledged before me on the day of 2008, bySSii K Cartway,

Individually, and as Independent Executrix of the Estate of Robert H Carraway, Jr.

Exhibit *AW

Block 1, LotA28

Overton Woods Addition

City of Fort Worth, Tarrant County, Texas

0.2133 acres, more or less